Sharika Enterprises Ltd Directors Report

To the members of sharika enterprises limited

The directors are pleased to present the 27th (twenty seventh) annual report of the company together with consolidated and standalone audited financial statements of the company for the financial year ended on march 31, 2025.

1. Financial performance

(rs. In lakhs)

Particulars	Consolidated		Standalone
	Fy 2024-25	Fy 2023-24	Fy 2024-25	Fy 2023-24
Revenue from operations	8,171.10	7,842.43	7,950.16	7,841.10
Ebitda	188.70	315.74	318.61	345.47
Finance cost (including interest)	177.92	137.36	170.72	124.13
Depreciation & amortisation	70.25	74.68	64.23	57.07
Profit (loss) before tax	(59.47)	103.70	121.87	176.01
Tax expense	(23.29)	(49.73)	(24.68)	(49.73)

Consolidated:

Revenue from operations for the financial year ending 31st march 2025 was rs. 8,171.10 lakhs as against rs. 7,842.43 lakhs for the previous financial year, an increase of 4.19%. Loss after tax for the year ended 31st march, 2025 is rs. 36.18 lakhs as compared to profit of rs. 153.42 lakhs in the previous year.

Standalone: -

Revenue from operation for the financial year under review was rs. 7,950.16 lakh as against rs. 7,841.10 lakhs for the previous financial year profit after tax for the year ended 31st march 2025 is rs. 97.19 lakhs as compared to net profit of rs. 225.74 lakhs in the previous year.

2. Share capital

The paid-up equity share capital of the company as on march 31, 2025 was rs. 21.65 crores. There was no change in the share capital during the year under review.

3. Reserves

The company has not transferred any amount to the reserves during the year under review.

4. Dividend

In order to conserve the resources of the company and to plough back the profits for growth, the board of directors of the company have decided not to recommend any dividend on the equity shares of the company for the financial year ended march 31, 2025.

5. Subsidiary, joint venture and associate companies

The company has two wholly owned subsidiary companies i.e., m/s sharika spintech private limited (formerly known as sharika lightec private limited) and m/s sharika smartec private limited and one subsidiary company i.e., contronics switchgear india private limited & one joint venture company i.e., m/s elettromeccanica india private limited.

6. Consolidated financial statements

In accordance with the provisions of sub-section (3) of section 129 of the act and relevant sebi listing regulations, the consolidated financial statements of the company, including the financial details of all the subsidiary companies, forms part of this annual report. The consolidated financial statements have been prepared in accordance with the accounting standards prescribed under section 133 of the act.

7. Research & development

Continuous efforts on research & development activities are being made to expand the domestic and export markets.

8. Corporate governance

Company is committed to maintaining the best standards of corporate governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders.

A separate section on corporate governance forming part of the boards report and the certificate from the practicing company secretary confirming compliance of the corporate governance norms as stipulated in the securities and exchange board of india (listing obligations and disclosure requirements) regulations, 2015 ("listing regulations”) is included in the annual report in annexure - a.

9. Management discussion and analysis report

In terms of regulation 34 of sebi listing regulations, a separate section on management discussion and analysis and corporate governance report together with a certificate from a practicing company secretary confirming compliance with the regulations relating to corporate governance of sebi listing regulations (enclosed as annexure - a) are set out and forms part of this annual report.

10. Internal financial control and its adequacy

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The internal financial control is supplemented by an extensive program of internal audit conducted by in house trained personnel on recommendation of the audit committee and the board. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the audit committee to ensure effectiveness of the internal financial control system. The internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

11. Internal controls systems

The internal control systems are routinely tested and certified by statutory auditors as well as internal auditor and cover all key areas of business. Independence of the internal audit and compliance is ensured by direct reporting to the audit committee of the board.

A certificate pursuant to provisions of regulation 17(8) of sebi listing regulations certified by the managing director and chief financial officer (cfo), forming part of the corporate governance report, further confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the audit committee and rectify the same.

12. Directors & key managerial personnel (i) directors

(a) chairman

Mr. Rajinder kaul is the chairman of the board.

(b) re-appointment and appointment

Mr. Shyama prasad mukherjee was appointed as an additional director under the category of independent director of the company by the board of directors in their meeting held on july 25, 2024. Further, the shareholders have approved his appointment at the annual general meeting dated september 26, 2024.

(c) status of directors

S. No	Name of dirtectors	Designation
1.	Mr. Rajinder kaul	Managing director
2.	Mr. Sanjay verma	Executive director.
3.	Mr. Arvind kumar kaul	Non executive - independent director
4.	Mr. Shyama prasad mukherjee	Non executive - independent director
5.	Mrs. Saroj chelluri	Non executive - independent director

(d) cessation of directors

During the year, mr. Subir mulchandani ceased to hold office as director of the company with effect from august 5, 2024.

(e) declaration from independent directors

The company has received declarations from all the independent directors of the company confirming, that they meet the criteria of independence as prescribed both, under sub-section (6) of section 149 of the companies act, 2013 and under regulation 16 of sebi (listing obligation and disclosure requirements) regulations, 2015.

(ii) key managerial person

Pursuant to the provisions of sub-section (51) of section 2 and section 203 of the act read with companies (appointment and remuneration of managerial personnel) rules, 2014, the following persons are the key managerial personnel of the company as on march 31, 2025:

• mr rajinder kaul, managing director

• mrs. Garvita asati, chief financial officer and

• ms. Pushpa yadav, company secretary*

• ms. Saumya jaiswal has resigned from the post of company secretary and compliance officer of the company with effect from march 07, 2025. Further, ms. Pushpa yadav has been appointed as the company secretary and compliance officer of the company effective from march 19, 2025.

13. Diversity of board

The company sees increasing diversity at the board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development. In particular, a diverse board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

14. Statement of board of directors

The board of directors of the company are of the opinion that all the independent directors of the company appointed during the year possesses integrity, relevant expertise and experience required to best serve the interest of the company. The independent directors have confirmed compliance of relevant provisions of rule 6 of the companies (appointments and qualifications of directors) rules, 2014.

15. Declaration by independent director

In terms of the provisions of sub-section (6) of section 149 of the act and regulation 16 of sebi listing regulations including amendment(s) and modification(s) thereof, the company has received declarations from all the independent directors of the company that they meet the criteria of independence, as prescribed under the aforesaid provisions of the act and sebi listing regulations. There has been no change in the circumstances affecting their status as an independent director during the year. Further, the non-executive independent directors of the company had no pecuniary relationship or transactions with the company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the board/ committee(s) of the company.

The board is of the opinion that the independent directors of the company possess requisite qualifications, experience and expertise and they hold highest standards of integrity to discharge their responsibilities with objective and independent judgement, free from external influence. As per the provision of rule 6(4) of companies (appointment and qualification of directors) rules, 2014, all the independent directors of the company have passed the online proficiency self-assessment test.

16. Familiarisation programme for Independent directors

At the time of appointing a director, a formal letter of appointment is given to him/her, which inter- alia explains the role, function, duties and responsibilities expected of them as a director of the company. The director is also explained in detail the compliance required from them under the companies act, 2013, sebi (listing obligations and disclosure requirement)

Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.

Management does one to one discussion with the newly appointed director to familiarize him/ her with the companys operations. Further the company has put in place, a system to familiarize the independent directors about the company, its products, business and the on-going events relating to the company.

The details of the familiarization programme may be accessed on the companys website (www. Sharikaindia.com).

17. Evaluation of boards performance

In compliance with the provisions of companies act, 2013 and regulation 17(10) of sebi (listing obligations and disclosure requirements), regulations, 2015, the performance evaluation of the board was duly carried out during the year under review. More details on the same are given in the corporate governance report.

18. Performance evaluation of the board, committees and individual directors

In terms of provisions of the companies act, 2013 read with the rules issued there under and sebi (listing obligations and disclosure requirements) regulations 2015, the board has adopted a formal mechanism for evaluating the performance of its board, committees and individual directors, including the chairman of the board. Further, a structured performance evaluation exercise was carried out based on criteria such as:

• board/committees composition;

• structure and responsibilities thereof;

• ethics and compliance;

• effectiveness of board processes;

• participation and contribution by members;

• information and functioning;

• specific competency and professional experience / expertise;

• business commitment & organizational leadership;

• board/committee culture and dynamics; and

• degree of fulfilment of key responsibilities, etc.

The performance of board, committees thereof, chairman, executive and non-executive independent directors and individual directors is evaluated by the board/ separate meeting of independent directors. The results of such evaluation are presented to the board of directors.

19. Meeting of the board of directors

During the year under review, the board of directors

Met nine times. The details are given in the corporate governance report which forms part of the annual report. The intervening gap between the meetings was within the period prescribed under companies act, 2013.

Details of the composition of the board and its committees and of the meetings held, the attendance of the directors at such meetings and such other relevant details are provided in corporate governance report.

20. Particulars of loans, guarantees or investments

Details of loans covered under the provisions of section 186 of the companies act, 2013 are given in the notes to the financial statements. The details of investment made during the year are set out in note 54 to the financial statements of the company.

21. Deposits

The company has not accepted deposit from the public within the ambit of section 73 of the companies act, 2013 and the companies (acceptance of deposits) rules, 2014.

22. Energy conservation, technology absorption and foreign exchange earnings & outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under section 134(3) of the companies act, 2013, read with the rule 8 of companies (accounts of companies) rules, 2014 is annexed herewith as annexure - c to this report.

23. Vigil mechanism / whistle blower policy

The company has adopted a whistle blower policy establishing vigil mechanism, to provide a formal mechanism to the directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the companys code of conduct or ethics policy without fear of reprisal. The policy may be accessed on the companys website at www.sharikaindia.com.

24. Remuneration policy

Pursuant to the provisions of section 178(3) of the companies act, 2013 and applicable provisions of listing regulations, the board, in consultation with its nomination & remuneration committee, has formulated a framework containing, inter-alia, the criteria for determining qualifications, positive attributes and independence of a director, performance evaluation of the entire board of the company, its committees and individual directors, including independent directors.

The remuneration policy is directed towards rewarding

Performance based on review of achievements. The members can download the complete nomination and remuneration policy on the companys website at www.sharikaindia.com.

Disclosure of details of payment of remuneration to managerial personnel under schedule v part ii, section ii (a) forms part of the corporate governance report.

25. Related party transactions

With reference to section 134(3)(h) of the companies act, 2013, all contracts and arrangements with related parties under section 188(1) of the act, entered into by the company during the financial year, were in the ordinary course of business and on an arms length basis. The details of the related party transactions as required under accounting standard-18 are set out in note 42 to the financial statements forming part of this annual report.

During the year, there were no transactions with related parties which qualify as material transactions under sebi (listing obligations and disclosure requirement) regulations, 2015. The disclosure required in form aoc-2 pursuant to section 134 (3)(h) of the companies act, 2013 is not applicable.

The company has developed a policy for consideration and approval of related party transactions which can be accessed on companys website at www. Sharikaindia.com.

26. Annual return

Pursuant to the provisions of section 92(3) of the companies act, 2013 and rule 12(1) of the companies (management and administration) rules, 2014, the annual return of the company is available on the website of the company at the link: https:// sharikaindia.com/investors/.

27. Risk management

Every organization is exposed to a number of risks that it needs to effectively identify, manage and mitigate. The company has a process in place to identify key risks across the organization and relevant action plans to mitigate these risks. The audit committee has been entrusted with the responsibility to assist the board members about the risk assessment and its minimization procedures.

There are no risks which in the opinion of the board threaten the existence of your company. However, some of the risks which may pose challenges are set out in the management discussion and analysis which forms part of this report.

28. Auditors statutory audit:

M/s. Wdk & associates, chartered accountants

(icai firms registration no. 061389e), the existing statutory auditors of the company, pursuant to completion of their term, retired from the conclusion of the 26th annual general meeting of the company held in the calendar year 2024.

The shareholders of the company at the annual general meeting held on september 26, 2024 had, after considering the experience and expertise and on the recommendation of board of directors, appointed m/s. R d v & associates, chartered accountants, (icai firm regn. No. 006128c), as statutory auditors of the company, for a term of five consecutive years from the conclusion of 26th annual general meeting held in the year 2024 till the conclusion of 31st annual general meeting of the company to be held in the calendar year 2029.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the auditors in their audit report that may call for any explanation from the directors. Further, the notes to accounts referred to in the auditors report are selfexplanatory. During the year, the auditor had not reported any matter under section 143 (12) of the act, therefore no detail is required to be disclosed under section 134(3) (ca) of the act.

Secretarial audit:

Pursuant to the provisions of section 204 of the companies act, 2013 and the companies (appointment and managerial personnel) rules, 2014, the company has appointed "m/s jaivindra singh & associates”, a firm of company secretaries in practice to undertake the secretarial audit of the company.

The secretarial auditor had submitted their report, confirming compliance by the company of all the provisions of the applicable corporate laws. The secretarial audit report is annexed herewith as annexure-b to this report.

Cost audit:

Pursuant to the provisions of section 148 of the companies act, 2013 the central government has prescribed maintenance and audit of cost records vide the companies (cost records and audit) rules, 2014 to such class of companies as mentioned in the table appended to rule 3 of the said rules. During the year under review, maintenance of cost records and cost audit provisions were not applicable to the company.

29. Auditors remarks

The auditors remarks on the annual accounts are selfexplanatory and do not require further comments from the company.

30. Change in nature of business, if any

During the year under review, the company had

Altered its main objects as stated in the memorandum of association (moa) pursuant to the approval of the shareholders by way of a special resolution passed through postal ballot dated march 19, 2025.

As a result of this alteration, the company has expanded and diversified its operations from engaging in the transmission and distribution of power, along with providing consultancy services in power and energy projects to engaging in automation, supervisory control and data acquisition (scada) systems, advanced distribution management systems (adms), smart grid technologies, and engineering, procurement & construction (epc) and other works related to power distribution and transmission networks.

31. Corporate social responsibility

Your company does not fall within the criteria pursuant of provisions of section 135 of the companies act, 2013 pertaining to corporate social responsibility (csr). Hence, the company has neither formed csr committee nor devised a csr policy.

32. Material changes and commitments, if any, affecting financial position of the company

There are no material changes and commitments which have occurred subsequent to the close of the financial year of the company to which the balance sheet relates and the date of the report that may affect the financial position of the company.

33. Significant and material orders passed by the regulators or courts or tribunals

There are no significant material orders passed by the regulators / courts or tribunals which would impact the going concern status of the company and its future operations.

34. Listing with stock exchanges

The company confirms that it has paid the annual listing fees for the financial year to bse limited where the companys equity shares are listed.

35. Policy on code of conduct & ethics and sexual harassment of women at the workplace

Sharika enterprises has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013 and the rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The company has complied with provisions relating to the constitution of internal complaints committee Under the said act. There have been no complaints of sexual harassment received during the year.

Particulars	No. Of complaint(s)
Complaints as on april 01, 2024	Nil
Complaints received during the fy 2024-25	Nil
Complaints disposed during the fy 2024-25	Nil
Complaints pending for more than 90 days	Nil
Complaints as on march 31, 2025	Nil

36. Particulars of employees and related disclosures

The information required pursuant to section 197(12) of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014 is also enclosed as annexure d to this report.

The information pursuant to section 197(12) of the companies act, 2013 read with rule 5(2) & 5(3) of the companies (appointment and remuneration of managerial personnel) rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the act, the said annexure is open for inspection at the registered office of the company. Any shareholder interested in obtaining a copy of the same may write to the company secretary.

37. Directors responsibility statement

In accordance with the provisions of section 134 (5) of the companies act, 2013, the board of directors, to the best of knowledge and belief and according to the information and explanations obtained by them, hereby confirm that:

A) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

B) accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the company as of 31st march, 2025 and of the profits of the company for the year ended on that date.

C) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

D) the annual accounts of the company had been prepared on a going concern basis.

E) proper internal financial controls were in place and such financial controls were adequate and were operating effectively.

F) proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems were adequate and operating effectively.

38. Secretarial standards

During the year 2024-25, the company has complied with applicable secretarial standards issued by the institute of the company secretaries of india.

39. Maternity benefit compliance

The board places on record its assurance that the company has maintained a compliant and supportive environment in accordance with the spirit and intent of the maternity benefit act, and will continue to enhance employee-centric practices that promote diversity, equity, and inclusion across the organization.

40. Other disclosures

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) pendency of any proceeding under the insolvency and bankruptcy code, 2016; and

(b) instance of one-time settlement with any bank or financial institution.

Acknowledgement

Your directors would also like to extend their gratitude for the co-operation received from financial institutions, the government of india and regulatory authorities. The board places on record its appreciation for the continued support received from customers, vendors, retailers and business partners, which is indispensable in the smooth functioning of company. Your directors also take this opportunity to thank all investors and shareholders, and the stock exchanges for their continued support. Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and commitment. Their contribution to the success of this organization is immensely valuable.

For and on behalf of the board of directors,
Sharika enterprises limited
Date: august 8,2025	Rajinder kaul
Place: noida, uttar pradesh	Managing director